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be purchased by DJJ at fair market value as determined by market <br />prices for scrap prior to the closing date. <br />SALE FREE AND CLEAR OF LIENS <br />15. The Reorganized Debtors seek to sell the Purchased <br />Assets free and clear of nll claims, liens and encumbrances, <br />except those listed in paragraph 3.5 of the Asset Purchase <br />Agreement (the "Permitted Encumbrances"), as provided in 11 <br />U.S.C. g 363 (f) and as permitted by the Plan and Bankruptcy Code <br />sections cited therein, including 11 U.S.C. 4 1123. <br />16. The Reorganized Debtors know of no liens or <br />encumbrances on the Purchased Assets other than those listed in <br />paragraph 3.5 of the Asset Purchase Agreement. If there are such <br />liens or encumbrances, however, they shall, pursuant to Section <br />363 of the Bankruptcy Code, attach to the proceeds of the sale of <br />the Purchased Assets. <br />OTHER ISSUES RELATING TO THE SALE <br />17. DJJ is not affiliated or related to the <br />Reorganized Debtors or its officers and directors. The <br />transaction was negotiated and concluded in good faith and at <br />arms-length. See affidavit of J. David Houghton attached hereto <br />as Exhibit B. <br />18. Exhibit C attached hereto is a proposed form of <br />order for the sale of the Purchased Assets. Reorganized Debtors <br />7 <br />